UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K/A
(Amendment No. 2)

(Mark One)
[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
or
[    ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to  ___________________

Commission File Number:  33-96358

KENTUCKY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

Kentucky                                  61-0993464
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
incorporation or organization)

P.O. Box 157, Paris, Kentucky             40362-0157
(Address of principal executive offices)  (Zip Code)

Registrant's telephone number, including area code:  (859)987-1795

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.  Yes     No _X_

Indicate by check mark if the registrant is not required to file reports to
Section 13 or Section 15(d) of the Exchange Act.  Yes     No _X_

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X  No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [ ___ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer _  Accelerated filer _  Non-accelerated filer X

Aggregate market value of voting stock held by non-affiliates as of June 30,
2007 was approximately $67.5 million.  For purposes of this calculation, it is
assumed that the Bank's Trust Department, directors, executive officers and
beneficial owners of more than 5% of the registrant's outstanding voting stock
are affiliates.

Number of shares of Common Stock outstanding as of March 5, 2008:  2,850,590.


Explanatory Note

Kentucky Bancshares, Inc. ("Company" or "Kentucky") is filing this Amendment
No. 2 on Form 10-K/A (this "Amendment") to its Annual Report on Form 10-K for
the fiscal year ended December 31, 2007 (the "Form 10-K").  The Form 10-K was
originally filed with the Securities and Exchange Commission ("SEC") on March
31, 2008 and amended on August 18, 2008.  The purpose of this Amendment is to
further clarify and correct certain information related to management's report
on internal controls over financial reporting previously disclosed in Item 9.
"Changes In and Disagreements with Accountants on Accounting and Financial
Disclosure" of Part I of the Form 10-K.  Management's Report on Internal
Control Over Financial Reporting was inadvertently omitted from the previously
filed Form 10-K.  Appropriate internal controls over financial reporting are
in place.  Management attest that the disclosures are reasonable and
effective, and these controls have not significantly changed.  Internal Audit
has tested the operating effectiveness of these controls.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, the
Company has set forth in this Amendment the complete text of Part I, Item 9.
of the Form 10-K, as amended.  This Amendment does not change any other
information set forth in the Form 10-K.

As a result of this Amendment, the Company is also including updated
certifications required under Section 302 and Section 906 of the Sarbanes-
Oxley Act of 2002.

This Amendment does not reflect events occurring after the date of the Form
10-K nor does it modify or update the disclosure contained in the Form 10-K in
any way other than as required to reflect the amendments discussed above and
reflected below.  Accordingly, this Amendment should be read in conjunction
with the Form 10-K and the Company's other filings made with the SEC
subsequent to the filing of the Form 10-K.

PART I

Item 9.  Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure

None

Item 9A(T).  Controls and Procedures

A.  Disclosure Controls & Procedures

The Company's management, with participation of the Company's Chief
Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures as of
December 31, 2007.  Based on the evaluation, the Company's Chief
Executive Officer and Chief Financial Officer concluded that the
Company's disclosure controls and procedures were effective as of
December 31, 2007.  There was no change in the Company's internal
control over financial reporting during the fourth quarter of 2007 that
has materially affected, or is reasonably likely to materially affect,
such internal control over financial reporting.



B.  Management's Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and
maintaining effective internal control over financial reporting as
defined in Rules 13a-15(f) under the Securities Exchange Act of 1934.
The Company's internal control over financial reporting is designed to
provide reasonable assurance to the Company's management and Board of
Directors regarding the preparation and fair presentation of published
financial statements.

Management assessed the effectiveness of the Company's internal control
over financial reporting as of December 31, 2007.  In making this
assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control - Integrated Framework.  Based on our assessment, we believe
that, as of December 31, 2007, the Company's internal control over
financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal control
over financial reporting.  Management's report was not subject to
attestation by the Company's registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit
the Company to provide only management's report in this annual report.

Item 9B.  Other Information

None

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 10-K

(a)(1)  Financial Statements

  The following financial statements are included in Item 8 of Form 10-K.

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Changes in Shareholders' Equity
Consolidated Statements of Cash Flow
Notes to Consolidated Financial Statements

(a)(2)  Financial Statement Schedules.

All financial statement schedules have been omitted as the required
information is inapplicable or the required information has been included
in the Consolidated Financial statements or notes thereto.



(a)(3)  Exhibits

The following exhibits are incorporated by reference herein or made a part
of this Amendment No. 1 to Form 10-K:

31.1  Certification of Chief Executive Officer pursuant to Rule 13a-
14(a) and Rule 15d-14(a) of the Securities Exchange Act, as
amended.

31.2  Certification of Chief Financial Officer pursuant to Rule 13a-
14(a) and Rule 15d-14(a) of the Securities Exchange Act, as
amended.

32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

32.2  Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

(b)  Exhibits
 See response to Item 15(a)(3).

(c)  Financial Statement Schedules
 See response to Item 15(a)(2).


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Kentucky Bancshares, Inc.
By:  _/s/Louis Prichard   __
Louis Prichard, President and Chief Executive Officer, Director
August 27, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.

 /s/Louis Prichard      _____       August 27, 2008
Louis Prichard, President and Chief Executive Officer, Director

 /s/Gregory J. Dawson  ______       August 27, 2008
Gregory J. Dawson, Chief Financial and Accounting Officer





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